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EOG » Topics » Nominations for 2008 Annual Meeting and for Any Special Meetings

This excerpt taken from the EOG DEF 14A filed Mar 29, 2007.

Nominations for 2008 Annual Meeting and for Any Special Meetings

     Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the our Board of Directors may be made at a meeting of shareholders:

      (a)      

by or at the direction of the Board of Directors; or

 
(b)

by any of our shareholders who is a shareholder of record at the time of giving of notice discussed below, who shall be entitled to vote for the election of directors at the meeting and who complies with the following notice procedures.

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     Nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to our Secretary. To be timely, notice given by a shareholder shall be delivered to or mailed and received at the new address of our principal executive offices, 1111 Bagby Street, Sky Lobby #2, Houston, Texas 77002, (i) with respect to an election to be held at our 2008 Annual Meeting of Shareholders, on or before November 29, 2007, and (ii) with respect to an election to be held at a special meeting of our shareholders for the election of directors, not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or public disclosure of the date of meeting was made, whichever first occurs.

     The notice shall include:

      (a)      

as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to the person that is required to be disclosed in solicitations for proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Exchange Act (including the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected); and

 
(b)

as to the shareholder giving the notice:

 
  1)      

the name and address of the shareholder, as they appear of record on our books, and

 
  2)

the class and number of shares of our capital stock which are beneficially owned by the shareholder.

     In the event a person is validly designated as a nominee to the Board of Directors and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the shareholder who proposed such nominee, as the case may be, may designate a substitute nominee. Notwithstanding the foregoing bylaw provisions, a shareholder shall also comply with all applicable requirements of the Exchange Act and the related rules and regulations with respect to the matters set forth in the foregoing bylaw provisions.

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